Actions of the Board, Its Staff, and the Federal Reserve ... of Governors of the Federal Reserve System, Washington, DC 20551 Actions of the Board, Its Staff, and the Federal Reserve

Board of Governors of the Federal Reserve System, Washington, DC 20551

Actions of the Board, Its Staff,and the Federal Reserve Banks:

No. 12Week Ending March 21, 1998

Federal Reserve Release

H.2

Applications and Reports Received

No. 12

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

ING Group, Amsterdam, the Netherlands -- request for an additional exemptionperiod to conform its operations to the Bank Holding Company Act in connectionwith acquisition of Banque Bruxelles Lambert, Brussels, Belgium.- Granted, March 16, 1998

BANK HOLDING COMPANIES

Peoples Heritage Financial Group, Inc., Portland, Maine -- to merge with CFXCorporation, Keene New Hampshire, and acquire CFX Bank, Keene, NewHampshire; Orange Savings Bank, Orange, Massachusetts; and Safety FundNational Bank, Fitchburg, Massachusetts.- Approved, March 18, 1998

Omnibank, River Rouge, Michigan -- prompt corrective action directive againstOmnibank.- Announced, March 16, 1998

ENFORCEMENT

H.2

March 15, 1998 to March 21, 1998

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKSUNDER DELEGATED AUTHORITYAbbreviations: BS&R - Banking Supervision and Regulation; C&CA - Consumer and CommunityAffairs; FOMC - Federal Open Market Committee; RBOPS - Reserve Bank Operations and PaymentSystems; IF - International Finance; OSDM - Office of Staff Director for Management

Crestar Bank, Richmond, Virginia -- to establish a branch at 6075 Gorgas Road, FortBelvoir, Virginia.- Approved, March 16, 1998

BANK BRANCHES, DOMESTIC

Richmond

Old Kent Bank, Grand Rapids, Michigan -- to establish a branch at 54870 MoundRoad, Shelby Township, Michigan.- Approved, March 16, 1998

Chicago

Vectra Bank, Denver, Colorado -- to establish a branch at 2011 Ken Pratt Blvd.,Longmont, Colorado.- Approved, March 20, 1998

Kansas City

Chambers Bancshares, Inc., Danville, Arkansas -- to acquire Community InvestmentInc., Elkins, Arkansas, and Bank of Elkins.- Approved, March 18, 1998

BANK HOLDING COMPANIES

St. Louis

City Holding Company, Charleston, West Virginia -- to acquire Del Amo SavingsBank, FSB, Torrance, California.- Approved, March 17, 1998

Richmond

Community First Bankshares, Inc., Fargo, North Dakota -- to acquire Pioneer Bankof Longmont, Longmont, Colorado.- Approved, March 16, 1998

Minneapolis

H.2

March 15, 1998 to March 21, 1998

Page 2

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKSUNDER DELEGATED AUTHORITY

Community First Bankshares, Inc., Fargo, North Dakota -- to acquire FNB, Inc.,Greeley, Colorado.- Approved, March 17, 1998

Minneapolis

Community First Bankshares, Inc., Fargo, North Dakota -- to acquire CommunityBancorp, Inc., Thornton, Colorado.- Approved, March 18, 1998

Minneapolis

Community Trust Financial Services Corporation, Hiram, Georgia -- to acquirePiedmont Loan Company, Gainesville, Georgia, and engage in consumer finance,credit insurance, and tax planning activities.- Approved, March 16, 1998

Atlanta

Credit Commercial De France S.A., Paris, France -- to acquire Charterhouse NorthAmerica Inc., New York, New York, Charterhouse Inc., and Charterhouse NorthAmerica Securities, Inc., and continue to engage in financial and investment advisoryactivities and private placement activities.- Approved, March 20, 1998

New York

Glacier Bancorp, Inc., Kalispell, Montana -- to acquire HUB Financial Corporation,Helena, Montana.- Approved, March 19, 1998

Minneapolis

Halbur Bancshares, Inc., Halbur, Iowa -- application to acquire shares of WestsideBanco, Inc., Westside, Iowa, and Westside State Savings Bank.- Withdrawn, March 19, 1998

Chicago

H.2

March 15, 1998 to March 21, 1998

Page 3


International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths, Forgersand Helpers, Kansas City, Kansas -- to acquire shares of Brotherhood Bancshares,Inc.- Approved, March 19, 1998

Kansas City

Krum Holdings, L.L.C., Krum, Texas -- to acquire Porter Holdings, Ltd., andFarmers and Merchants State Bank.- Approved, March 19, 1998

Dallas

Laurel Bancorp, Inc., London, Kentucky -- to acquire Laurel National Bank.- Approved, March 19, 1998

Cleveland

Little Sioux Bancshares, Inc., Sioux Rapids, Iowa -- to acquire shares of First StateBank.- Approved, March 18, 1998

Chicago

Northern Trust Corporation, Chicago, Illinois -- to engage in communitydevelopment activities through the acquisition of an interest in SunAmericaAffordable Housing Partners 69.- Permitted, March 17, 1998

Chicago

Porter Holdings, Ltd., Krum, Texas -- to acquire Farmers and Merchants State Bank.- Approved, March 19, 1998

Dallas

Southern Bancshares, Inc., Claxton, Georgia -- to acquire The Claxton Bank.- Approved, March 17, 1998

Atlanta

H.2

March 15, 1998 to March 21, 1998

Page 4


Union Planters Corporation, Memphis, Tennessee, and Union Planters HoldingCorporation -- to acquire Merchants Bancshares, Inc., Houston, Texas, GulfSouthwest Nevada Bancorp, Inc., and Merchants Bank.- Approved, March 18, 1998

St. Louis

United Community Bancshares, Inc., Gonzales, Louisiana -- application to acquireUnited Community Bank (in organization).- Withdrawn, March 16, 1998

Atlanta

First Banking Center-Burlington, Burlington, Wisconsin -- to merge with FirstBanking Center-Albany, Albany, Wisconsin, and to establish branches at 102 WestMain Street and 101 7-1/2 Street, Monroe, Wisconsin.- Approved, March 20, 1998

BANK MERGERS

Chicago

Amtrade International Bank of Georgia, Atlanta, Georgia -- request for waiver ofcommitment.- Granted, March 20, 1998

BANKS, STATE MEMBER

Atlanta

Summit Bank, Bethlehem, Pennsylvania -- transfer agent registration.- Approved, March 17, 1998

Director, BS&R

Farmers & Merchants Bank of Central California, Lodi, California -- to reducecapital stock.- Approved, March 19, 1998

CAPITAL STOCK

San Francisco

H.2

March 15, 1998 to March 21, 1998

Page 5


Central Bancompany, Inc., Jefferson City, Missouri -- change in bank control.- Withdrawn, March 19, 1998

CHANGE IN BANK CONTROL

St. Louis

Federated Bancorp, Inc., Loda, Illinois -- change in bank control.- Permitted, March 20, 1998

Chicago

Swea City Bancorporation, Inc., Swea City, Iowa -- change in bank control.- Permitted, March 17, 1998

Chicago

United Financial Banking Companies, Inc., Vienna, Virginia -- change in bankcontrol.- Permitted, March 19, 1998

Richmond

F & M Alliance Bank, New Ulm, Minnesota -- report on competitive factors of theproposed merger with State Bank of Hanska, Hanska, Minnesota, and Farmers StateBank of Huntley, Inc., Huntley, Minnesota.- Submitted, March 19, 1998

COMPETITIVE FACTORS REPORTS

Minneapolis

Regions Bank, Birmingham, Alabama -- report on competitive factors of theproposed merger with Anderson National Bank, Anderson, South Carolina.- Submitted, March 18, 1998

Atlanta

Regions Bank, Birmingham, Alabama -- report on competitive factors of theproposed merger with Spartanburg National Bank, Spartanburg, South Carolina.- Submitted, March 18, 1998

H.2

March 15, 1998 to March 21, 1998

Page 6


Security Bank, Coos Bay, Oregon -- report on competitive factors of the proposedpurchase of certain assets and the assumption of certain liabilities of theBrookings-Harbor, Oregon, branch of Family Security Bank, Brookings, Oregon.- Submitted, March 19, 1998

San Francisco

Sterling Bank, Los Angeles, California -- report on competitive factors of theproposed merger with The Pacific Bank, N.A., San Francisco, California.- Submitted, March 19, 1998

San Francisco

Sterling West Bancorp, Los Angeles, California -- report on competitive factors ofthe proposed merger with Sterling Bank.- Submitted, March 19, 1998

San Francisco

United Bank, N.A., Bucyrus, Ohio -- report on competitive factors of the proposedpurchase of the assets and assumption of the liabilities of the Galion and Caledonia,Ohio, branches of National City Bank, Columbus, Ohio.- Submitted, March 17, 1998

Cleveland

Mesquite Financial Services, Inc., Alice, Texas, and Bank of Alice -- extension toJune 7, 1998, to acquire Charlotte Bancshares, Inc., Charlotte, Texas, and TheCountry Bank.- Granted, March 20, 1998

EXTENSIONS OF TIME

Dallas

Peoples Community Bank, Montross, Virginia -- extension to July 1, 1998, toestablish a branch at the intersection of Route 3 and State Route 607 (Cool SpringsRoad), Fredericksburg, Virginia.- Granted, March 20, 1998

Richmond

H.2

March 15, 1998 to March 21, 1998

Page 7


Wachovia Corporation, Winston-Salem, North Carolina -- extension to April 30,1998, to acquire Ameribank Bancshares, Inc., Hollywood, Florida.- Granted, March 19, 1998

Richmond

First State Bank, Anadarko, Oklahoma -- to become a member of the FederalReserve System.- Approved, March 17, 1998

MEMBERSHIP

Kansas City

District 1Federal Reserve Bank of Boston

Applications and notifications filed during the week of March 21, 1998

Section I - Applications subject to newspaper notice only

Type Application comment periodEnding date of

None

Section II - Applications subject to both newspaper and Federal Register notice


None

Section III - Applications subject to Federal Register notice only


None

Section IV - Applications not subject to Federal Register or newspaper notice


None

Section V - Availability of CRA public evaluations

RSSD Examination CRA CRA number Institution/Location date public date rating Exam type

The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs ofthe communities in which they operate, including low- and moderate-income neighborhoods. It was enacted by theCongress in 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation wasrevised in May 1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire communitybe evaluated periodically. That record is taken into account in considering an institution's application for depositfacilities.

A copy of an institution's CRA evaluation may be obtained directly from the institution or Reserve Bank.

The federal bank regulators use the following four performance levels to rate an institution's performance underCRA:

OutstandingSatisfactoryNeeds to improveSubstantial noncompliance

The following state member banks have been examined and their CRA public evaluations are now available.


None

Section VI - CRA examinations scheduled for 2nd Quarter of 1998

Institution Location

None

District 2Federal Reserve Bank of New York




None



3(a)(3) Notice by the Fuji Bank, Tokyo, Japan, to acquire up to 16.84 N/Availpercent of the Yasuda Trust and Banking Co., Ltd., Tokyo, Japan.



None



None










None



None

District 3Federal Reserve Bank of Philadelphia




Branch Berks County Bank, Reading, PA, to establish a branch office at 4/08/98422 & Freeman Street, Berk County, PA

Branch First Republic Bank, Philadelphia, PA to establish a branch 4/20/98office at 1818 Market Street, Philadelphia, PA



3(a)(3) Mainline Bancorp, Inc., Ebensburg, PA, to acquire First National Newspaper - N/AvailBank of Spangler, Spangler, PA. Fed. Reg - N/Avail



None



None










None



None

District 4Federal Reserve Bank of Cleveland




18(c)/Branch Received application from The Fifth Third Bank of Kentucky, N/AvailInc., Louisville, KY on March 4, 1998, to merge with Fifth ThirdBank of Central Kentucky, Inc., Paris, KY and Fountain SquareBank of Southern Indiana, Inc., Sellersburg, IN and to establishbranches.

18(c)/Branch Received application from Fifth Third Bank of Central Kentucky, N/AvailInc., Paris, KY on March 4, 1998, to merge with The Fifth ThirdBank of Kentucky, Inc., Louisville, KY and to establish branches.

18(c)/Branch Received application from Fountain Square Bank of Southern N/AvailIndiana, Inc., Sellersburg, IN on March 4, 1998, to merge withFifth Third Bank of Central Kentucky, Inc., Paris, KY andestablish branches.

Member Received application from Fifth Third Bank of Central Kentucky, N/AvailInc., Paris, KY on March 4, 1998, to become a member of theFederal Reserve System.

Member Received application from Fountain Square Bank of Southern N/AvailIndiana, Inc., Clarksville, IN on March 4, 1998 to become amember of the Federal Reserve System.

Member Received application from Portage Community Bank, Ravenna, 4/15/98OH on March 10, 1998, to become a member of the FederalReserve System.

18(c)/5(d)(3)/Branch Received application from The Fifth Third Bank of Western N/AvailOhio, Dayton, OH on March 11, 1998, to merge with CitizensFederal Bank, FSB, Dayton, OH and to establish branches.

18(c)/Branch Received application from The Fifth Third Bank of Southern N/AvailOhio, Hillsboro, OH on March 11, 1998, to acquire a branchoffice of Fifth Third Bank of Western Ohio, Dayton, OH locatedat 140 West Main Street and to establish a branch.

18(c)/Branch Received application from The Fifth Third Bank, Cincinnati, OH N/Availon March 11, 1998, to acquire seven branch offices currentlyowned by Fifth Third Bank of Western Ohio, Dayton, OH and toestablish branches.

Branch Received notice from Fifth Third Bank, Cincinnati, OH on March 4/18/9823, 1998, of its intent to establish the Liberty Bank Mart, 5420Liberty-Fairfield, Hamilton, OH.



3(a)(3) Received application from Community Trust Bancorp, Inc., Fed Reg - 4/13/98Pikeville, KY on March 13, 1998, of its intent to acquireCommunity Trust Bank of West Virginia, N.A., Williamson, WV.

3(a)(1) Received application from Heritage Capital Corporation, Ashland, Fed Reg - 4/13/98KY on March 12, 1998, of its intent to acquire Heritage Bank ofAshland, Inc., Ashland, KY.

4(c)(8)/5(d)(3) Received notice from Fifth Third Bancorp, Cincinnati, OH on Fed Reg - 4/20/98March 11, 1998 to acquire CitFed Bancorp, Inc., Dayton, OH.



None



4(c)(8) Notice by National City Corporation, Cleveland, OH received on NoneMarch 17, 1998, of its intent to acquire Sterling Ltd., Co; SterlingAsset Management Co.; and SLC Capital, Inc., Pepper Pike, OH.

4(c)(8) Notice by National City Corporation, Cleveland, OH received on NoneMarch 17, 1998, of its intent to acquire INFITEQ, LLC., Dallas, TX.

4(c)(8) Notice by PNC Bank Corp, Pittsburgh, PA received on March 17, None1998, of its intent to engage de novo in investing and trading activitiespursuant to Section 225.28(b)(8)(ii) of Regulation Y throughinvestment limited partnerships for which PNC GPI, Inc., serves asgeneral partner.

4(c)(8) Notice by KeyCorp, Cleveland, OH received on March 17, 1998, of Noneits intent to engage de novo in making, acquiring, brokering, orservicing loans pursuant to Section 225.28(b)(1) of Regulation Ythrough Key Capital Markets, Inc.

4(c)(8) Notice by Commercial Bancshares, Inc., Upper Sandusky, OH Nonereceived on March 20, 1998, of its intent to engage de novo inpermissible finance activities pursuant to Section 225.28(b)(1) ofRegulation Y through Advantage Finance, Inc.










None



Citizens Deposit Bank & Trust P.O. Box 9, 400 Second Street, Vanceburg, KY 41179-0009

Enterprise Bank 6150 Enterprise Parkway, Solon, OH 44139

Farmers Bank & Savings Company P.O. Box 626, 211 W. 2nd Street, Pomeroy, OH 45769-1037

Heartland Bank P.O. Box 7, 12 N. Main Street, Croton, OH 43013-0007

The Citizens Banking Company P.O. Box 247, 10 E. Main Street, Salineville, OH 43945-0247

The St. Henry Bank P.O. Box 330, 231 E. Main Street, St. Henry, OH 45883

Towne Bank 610 East South Boundary, Perrysburg, OH 43551

District 5Federal Reserve Bank of Richmond




Branch Triangle Bank, Raleigh, North Carolina, to establish a 4/11/98branch inside the Winn-Dixie Store at 2799 RaleighRoad, Wilson, North Carolina.*

Branch Virginia Bank and Trust Company, Danville, Virginia, 4/13/98to establish a branch at Franklin Turnpike and MountHermon Circle, Danville, Virginia.*

Branch The Horizon Bank of Virginia, Merrifield, Virginia, to 4/13/98establish a branch in the Heritage Mall ShoppingCenter at 7857 Heritage Drive, Annandale, Virginia.*

Branch First Virginia Bank-Piedmont, Lynchburg, Virginia, to 4/15/98establish a branch inside the Kroger Store at 143 CrownDrive, Danville, Virginia.*

18(c) F&M Bank-Northern Virginia, Fairfax, Virginia, to merge 4/16/98with The Bank of Alexandria, Alexandria, Virginia.*

*Subject to the provisions of the Community Reinvestment Act.



3(a)(1) Anson Bancorp, Inc., Wadesboro, North Carolina, to become Fed Reg - 4/16/98a bank holding company through the acquisition of 100% ofthe voting shares of Anson Savings Bank, SSB, Wadesboro,North Carolina.*

3(a)(3) BB&T Corporation, Winston-Salem, North Carolina, and Fed Reg - 4/16/98BB&T Financial Corporation of Virginia, Winston-Salem,North Carolina, to acquire Franklin Bancorporation, Inc.,Washington, D. C.*




None



None



The Community Reinvestment Act is intended to encourage depository institutions to help meet the credit needs of thecommunities in which they operate, including low- and moderate-income neighborhoods. It was enacted by the Congressin 1977 (12 U.S.C. 2901) and is implemented by Regulation BB (12 CFR 228). The regulation was revised in May1995.

The CRA requires that each depository institution's record in helping meet the credit needs of its entire community beevaluated periodically. That record is taken into account in considering an institution's application for deposit facilities.


The federal bank regulators use the following four performance levels to rate an institution's performance under CRA:




None



None

District 6Federal Reserve Bank of Atlanta




18(c) Colonial Bank, Montgomery, Alabama, to purchase certain assets 04/11/98and assume certain liabilities of Premier Bank, Atlanta, Georgia.*

Branch Friendship Community Bank, Ocala, Florida, to establish a 02/28/98branch located at 1626 SE 36th Avenue, Ocala, Florida.*




3(a)(5) Alabama National BanCorporation, Birmingham, Alabama, to N/Availmerge with Public Bank Corporation, and thereby directly acquirePublic Bank, both of St. Cloud, Florida.*

3(a)(5) Peoples BancTrust Company, Inc., Selma, Alabama, to merge Newspaper - 04/10/98with Elmore County Bancshares, Inc., and thereby directlyacquire Bank of Tallassee, both of Tallassee, Alabama.

3(a)(5) FLAG Financial Corporation, LaGrange, Georgia, to merge with Fed Reg - 04/17/98Three Rivers Bancshares, Inc., and thereby directly acquire Bankof Milan, both of Milan, Georgia.*

3(a)(3) Employee Stock Ownership Trust of Peoples Bank and Trust Co. N/AvailOf Pickett County, Byrdstown, Tennessee, to acquire 40 percentof Upper Cumberland Bancshares, Inc., Byrdstown, Tennessee.*



3(a)(5) Regions Financial Corporation, Birmingham, Alabama, to merge Fed Reg - 04/20/98with First Commercial Corporation, Little Rock, Arkansas(FCC), and thereby (1) directly acquire First Commercial Bank,N.A., Little Rock, Arkansas; Morrilton Security Bank, N.A.,Morrilton, Arkansas; First National Bank of Russellville,Russellville, Arkansas; First National Bank of Conway, Conway,Arkansas; First Commercial Bank of Memphis, N.A., Memphis,Tennessee; The Security Bank, Harrison, Arkansas; Benton StateBank, Benton, Arkansas; Arkansas Bank and Trust Company,Hot Springs, Arkansas; Farmers and Merchants Bank, Rogers,Arkansas; Clinton State Bank, Clinton, Arkansas; Tyler Bankand Trust, N.A., Tyler, Texas; Lufkin National Bank, Lufkin,Texas; Longview National Bank, Longview, Texas; Stone FortNational Bank of Nacogdoches, Nacogdoches, Texas; State FirstNational Bank, Texarkana, Texas; State First National Bank,Texarkana, Arkansas; Kilgore First National Bank, Kilgore,Texas; First National Bank of Palestine, Palestine, Texas; FirstNational Bank of Nashville, Nashville, Arkansas; Citizens FirstBank, El Dorado, Arkansas; Citizens First Bank, Fordyce,Arkansas; Citizens First Bank, Arkadelphia, Arkansas; ArkansasState Bank, Clarksville, Arkansas; First National Bank of Searcy,Searcy, Arkansas; First Bank of Arkansas, Jonesboro, Arkansas;(2) directly acquire FCC’s second tier subsidiary, SpringhillBancshares, Inc., Springhill, Louisiana; and thereby indirectlyacquire Springhill Bank and Trust Company, Springhill,Louisiana; and (3) directly acquire FCC’s second tier subsidiary,TRH Bank Group, Inc., Norman, Oklahoma; and therebyindirectly acquire Security National Bank & Trust Company,Norman, Oklahoma, and Oklahoma National Bank of Duncan,Duncan, Oklahoma; all pursuant to Section 3(a)(5) of the BankHolding Company Act.*




4(c)(8) Regions Financial Corporation, Birmingham, Alabama, (1) to Fed Reg - 04/20/98acquire First Commercial Mortgage Company, N.A., Little Rock,Arkansas and thereby engage in making and servicing loans,pursuant to Section 225.28(b)(1) of Regulation Y and Section4(c)(8) of the Bank Holding Company Act, and (2) to acquireFirst Commercial Trust Company, N.A., Little Rock, Arkansas,and thereby engage in trust department functions and relatedinvestment advisory activities, pursuant to Sections 225.28(b)(5)and 225.28(b)(6) of Regulation Y and 4(c)(8) of the BankHolding Company Act.



COM First Bankshares, Inc., Longwood, Florida, commitment waiverrequest.

COM Cumberland Bancorp, Inc., Carthage, Tennessee, commitment waiverrequest.










14931 First Western Bank 12/03/97 03/19/98 Satisfactory Small Bank5854 S. Flamingo RoadCooper City, Florida 33330(954) 434-7600

304034 First Newton Bank 12/08/97 03/19/98 Satisfactory Small BankPost Office Box 1107Covington, Georgia 30209(770) 787-5500

184834 Tri-City Bank and Trust Company 01/30/98 03/19/98 Satisfactory Large BankPost Office Box 277Blountville, Tennessee 37617(423) 323-3161



1217485 First Vantage Bank-Tennessee 01/30/98 03/19/98 Satisfactory Large BankPost Office Box 200Knoxville, Tennessee 37901



None

District 7Federal Reserve Bank of Chicago




Branch Liberty Bank Newspaper - N/AvailMilwaukee, Wisconsin 15505 West National Avenue New Berlin, Wisconsin

Newspaper - Newspaper Comment Period Ending DateN/Avail- Not Available at this time



3(a)(1) Central Iowa Bancorporation* Fed Reg - 3/30/98Iowa City, Iowa Newspaper - 3/30/98 Conrad Bancorporation Conrad, Iowa First State Bank Conrad, Iowa

3(a)(3) ISB Financial Corp.* Fed Reg - 3/30/98Iowa City, Iowa Newspaper - 3/30/98 Conrad Bancorporation Conrad, Iowa First State Bank Conrad, Iowa

3(a)(3) Northern Trust Corporation* Fed Reg - 4/13/98Chicago, Illinois Newspaper - 4/8/98 Trustbank Financial Corporation Denver, Colorado Trust Bank of Colorado Denver, Colorado

CIC Northwest Iowa Bancorporation Fed Reg - 3/19/98LeMars, Iowa Newspaper - 3/27/98 By William A. Krause

Fed Reg - Federal Register Comment Period Ending DateNewspaper - Newspaper Comment Period Ending Date*Subject to provision of the Community Reinvestment Act



None



None










None



None

District 8Federal Reserve Bank of St. Louis




None



3(a)(3) Notice by Mercantile Bancorporation Inc., St. Louis, Missouri, to Fed Reg - 4/3/98indirectly acquire CBT Corporation, Paducah, Kentucky(previously reported during the week of March 9, 1998).*

3(a)(5) Notice by Ameribanc, Inc., St. Louis, Missouri, a wholly owned Fed Reg - 4/3/98subsidiary of Mercantile Bancorporation Inc., St. Louis, Missouri,to merge with CBT Corporation, Paducah, Kentucky (previouslyreported during the week of March 9, 1998).*

4(c)(8) Notice by Mercantile Bancorporation Inc., St. Louis, Missouri, to Fed Reg - 4/3/98indirectly acquire CBT Corporation, Paducah, Kentucky, andthereby indirectly acquire United Commonwealth Bank, FSB,Murray, Kentucky, and engage in the operation of a thrift,pursuant to Section 225.28(b)(4)(ii) of Regulation Y, and to alsoindirectly acquire the thrift's wholly owned subsidiary, UnitedCommonwealth Service Corporation, Murray, Kentucky, andengage in full service securities brokerage activities, pursuant toSection 225.28(b)(7)(i) of Regulation Y (previously reportedduring the week of March 9, 1998).*

3(a)(3) Notice by Union Planters Corporation, Memphis, Tennessee, to Fed Reg - 4/20/98indirectly acquire Magna Group, Inc., St. Louis, Missouri.*

3(a)(5) Notice by Union Planters Holding Company, Memphis, Fed Reg - 4/20/98Tennessee, a wholly owned subsidiary of Union PlantersCorporation, Memphis, Tennessee, to merge with Magna Group,Inc., St. Louis, Missouri.*

4(c)(8) Notice by Union Planters Corporation, Memphis, Tennessee, to Fed Reg - 4/20/98indirectly acquire Magna Group, Inc., St. Louis, Missouri, andthereby indirectly acquire its proposed wholly owned subsidiary,Charter Bank, S.B., Sparta, Illinois, and engage in the operation ofa thrift, pursuant to Section 225.28(b)(4)(ii) of Regulation Y.*



CIC Notice involving Tallahatchie Holding Company, Charleston, N/AvailMississippi, by Isaac E. Sayle.

4(c)(8) Union Planters Corporation, Memphis, Tennessee, to indirectly Newspaper - 4/15/98acquire Capital Savings Bancorp, Jefferson City, Missouri, andthereby indirectly acquire its wholly owned subsidiary, CapitalSavings Bank, Jefferson City, Missouri, and engage in theoperation of a thrift, pursuant to Section 225.28(b)(4)(ii) ofRegulation Y.*

* Subject to the provisions of the Community Reinvestment Act.



None



None










None



None

District 9Federal Reserve Bank of Minneapolis

Applications and Notifications Filed During the Week of March 21, 1998



None



3(a)(3) Norwest Corporation, Minneapolis, Minnesota, for prior approval Fed Reg - 4/20/98to acquire 100% of the voting shares of the First Bank of Grants,Grants, New Mexico.*

CIC First National Corporation Employee Stock Ownership Plan, Fed Reg - 4/7/98Grand Forks, North Dakota, to increase its ownership to 10.86%of the voting shares of First National Corporation North Dakota,Grand Forks, North Dakota.

CIC Donald O. Gilmer Revocable Trust to acquire control of 50.5% of N/Availthe voting shares of Delano State Agency, Inc., Delano,Minnesota.




None



None

Section V - Publicly available CRA evaluations

RSSD Examination CRA CRAnumber Institution/ Location date public date rating Exam type







RSSD Examination CRA CRAnumber Institution/ Location date public date rating Exam type

467957 Fulton State Bank 12/8/97 3/16/98 Satisfactory Small BankFulton, South Dakota



None

District 10Federal Reserve Bank of Kansas City




18(c)/Branch Mercantile Bank, Overland Park, Kansas, for prior approval to Newspaper - N/Availmerge with Mercantile Bank of St. Joseph, St. Joseph, Missouri,and Mercantile Bank of Northwest Missouri, Maryville,Missouri; and establish additional branches.



3(a)(1) South Tulsa Financial Corporation, Tulsa, Oklahoma; for prior Newspaper - 04/10/98approval to become a bank holding company through the Fed Reg - 04/13/98acquisition of 100 percent of the voting shares of Bank South,N.A., Tulsa, Oklahoma.

3(a)(1) Giltner Investment Partnership II, Ltd., Omaha, Nebraska; for Newspaper - N/Availprior approval to become a bank holding company through the Fed Reg - 04/20/98acquisition of 60 percent of the voting shares of The AvocaCompany, Omaha, Nebraska, and thereby indirectly acquire TheFirst State Bank of Nebraska, Bennet, Nebraska.

3(a)(3) CountryBanc Holding Company, Edmond, Oklahoma; for prior Newspaper - 04/12/98approval to acquire 99.4 percent of the voting shares of Home Fed Reg - 04/16/98State Bank, Hobart, Oklahoma.

3(a)(3) Wilber Co., Wilber, Nebraska; for prior approval to acquire 23.34 Newspaper - N/Availpercent of the voting shares of NebraskaLand National Bank, Fed Reg - 04/17/98North Platte, Nebraska, a de novo bank in organization.



None



4(c)(8) 1st Choice Financial Corporation, Greeley, Colorado, to engage inlending activities; and to establish Choice Investment Corporation, awholly owned subsidiary, and thereby provide mutual funds, discountbrokerage services, and other various investment services.


Description of the CRA Goal against which institutions are evaluated, the four performance levels, and theinstitutions for which an evaluation is publicly available.

The CRA requires a periodic evaluation of each covered institution regarding the extent to which it has ascertained,and helped meet, the credit needs of its entire delineated community, including low- and moderate-incomeneighborhoods, in a manner consistent with its resources and capabilities.

The federal bank regulators use the following four performance levels to rate an institution’s performance underCRA.:

OutstandingSatisfactoryNeeds to ImproveSubstantial noncompliance

RSSD Examination CRA CRAnumber Institution/ Location date public date rating

912550 Lusk State Bank 12/15/97 03/16/98 Satisfactory415 S. Main StreetLusk, Wyoming 82225



None

District 11Federal Reserve Bank of Dallas




None



None



None



3(a)(1) H B Financial Corp, Highlands, TX, to acquire H B Financial Corp ofDelaware, Wilmington, DE, and Highlands Bank, Highlands, TX

3(a)(1) H B Financial Corp of Delaware, Wilmington, DE, to acquireHighlands Bank, Highlands, TX










336361 Sanger Bank 11/10/97 2/23/98 Satisfactory Small Bank501 North StemmonsSanger, TX 76266



None

District 12Federal Reserve Bank of San Francisco

Applications and Notifications Filed During the Week of March 21, 1998



18(c) Bank of Commerce, San Diego, California, to merge with Rancho Newspaper - 4/10/98Vista National Bank, Vista, California.*



Type Application periodEnding date of comment

3(a)(3) Security Bank Holding Company Employee Stock Ownership Newspaper - 3/28/98Plan and Security Bank Holding Company, both of Coos Bay, Fed Reg - 4/10/98Oregon, to acquire Family Security Bank (In Organization),Brookings, Oregon.*

CIC Learner Family 1998 Trust, Walnut Creek, California, to acquire Newspaper - N/Availall of the outstanding shares of Learner Financial Corporation, Fed Reg - N/AvailWalnut Creek, California.*




None



None

Section V - Publicly available CRA evaluations

RSSD Examination CRA CRA Large Smallnumber Institution/ Location date public date rating bank bank

Exam type







RSSD Examination CRA CRA Large Smallnumber Institution/ Location date public date rating bank bank

Exam type

None

Section VI - CRA examinations scheduled 2nd Quarter of 1998


None

Documents

Actions of the Board, Its Staff, and the Federal Reserve ... of Governors of the Federal Reserve System, Washington, DC 20551 Actions of the Board, Its Staff, and the Federal Reserve